I Saw Him First!
by Lavasharks
Summary: Fluttershy and Octavia compete for a new unicorn's affection, but when they become jealous, all hell breaks loose. How far will they go?
1. Arrival

**A/N: This is a preview of my new fanfic, _I Saw Him First!_**

**Let me know what you think!**

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><p>Octavia stepped into her bathroom and turned on the shower, humming a delightful tune and letting the shower get from warm to hot, and stepped inside. It was late at night but she loved to soak under the showerhead and be warm. The water made her mane run lower so she could shampoo and condition it. She continued to hum as she lathered and washed her body, enjoying the soapy water on her coat.<p>

After a while she stepped out and dried off, making her way into her bedroom. Her whole house was very fancy and ornate, and smelled of fruit. She rarely had company, and almost always had the whole house to herself. She could afford this on account of being one of Ponyville's greatest musicians. Her skill on the double bass was matched only by her ability to hold a conversation. She loved to talk, and often joined others outside her performances to make plans or just enjoy herself.

Once inside her bedroom, she pulled the covers out and watched some TV until she slept soundly under the low hum of her air conditioner. In her dreams, she was already performing her new song in front of hundreds of ponies.

* * *

><p>"Excuse me, sir?" Said the cabin attendant to the lone unicorn who had fallen asleep on the train car. "Um...sir?"<p>

The unicorn shook awake before yelling "WHAT? HUH? Oh, sorry. How long have I been asleep?

"Almost the whole ride here. You must have been SLEEPY. Anyway, everyone else already left. You should take your bags and depart, sir."

"Oh. Okay."

Grabbing his things and departing, the unicorn stepped out and took in the sight. Wow, Ponyville really was something. A giant field filled with apple trees, a whole shopping district and of course, the houses.

The male unicorn had a white coat - almost pale - and a dark black mane. His cutie mark bore a music note surrounded by others, making a perfect circle. The pony was visiting his cousin he hadn't seen in years, and he simply had to see her.

As the train left, the unicorn spotted a cart that apparently sold apples. He was hungry after traveling for hours, and wanted something to eat.

He approached the orange earth pony who had almost fallen asleep; apparently she was getting no sales. "Um...hello?"

Instantly the orange pony perked up and smiled. "Well 'ello there! Name's Applejack. See anything you like?"

"Ooh! I'll take these Apple Fries!"

He gave her a few bits and took his food, thanking her and eating them (well, he thanked her with his mouth full).

"Thanks you!" Said Applejack, "Come again!"

The unicorn saw a yellow eyed pegasus just flying above the entrance gate. He wanted to ask her if he'd seen his cousin, so he galloped over to her and looked up.

"Hey! Excuse me!"

The pegasus looked at him with crossed eyes, gasped loudly, and flew over to him. Once she was close enough, she yelled "SMILE!", got out a camera and took a picture of him. The flash stunned him and his eyes moved around like hers.

"Wait, what?" Said the unicorn. "Ow...huh? Why did-"

"Pink pony wants me to take the pictures. Me!" Said the walleyed blonde pegasus. "She's on vaca-shin, so I take the pictures!"

"Um...okay...?" Said the white unicorn moving away, forgetting what he was going to ask.

After dazing around for a few minutes, a rainbow-maned pegasus crashed into him, knocking him to the ground. He got back up and looked at her, mad.

"Jeez, is everypony here trying to give me a headache?"

"Oops, sorry!" Said the pegasus. Her mane and tail were rainbow and her eyes a deep magenta.

"It's fine. Look, have you seen my cousin? Her name is Rarity and I wanna know where she is."

"You're Rarity's cousin?" The pegasus asked, shocked.

"Um, yeah. Why-"

"I know where she is! Grab my tail!"

"Where have I seen this before?" Said the unicorn, grabbing the pegasus' tail. She flew off only a couple blocks before stopping. The unicorn had barely blinked.

"We're here!"

The white unicorn rubbed his head with his hoof. "Yep. I feel a headache coming on. Oh boy."


	2. Why Hello There

**A/N: PART TWO!**

**Alright, shut up and read:**

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><p>Rainbow Dash and the white unicorn entered the store, the latter still rubbing his temples with his hooves.<p>

Rarity looked up from the sewing machine and saw Rainbow Dash first, then her white unicorn cousin, then gasped.

"Saxo! Good to see you!"

The two ponies hugged. "Rarity! It's been years! How ya doing?"

"Oh you know, dress after dress..."

Rainbow Dash spoke up. "How come I've never seen you before, Saxo?"

"I came here from Manehattan to visit Rarity. I haven't seen her in five years!"

"Dang...well, who else have you met here?"

"Well I've met the orange pony with the apples, the the greyish pony with crossed eyes, and you."

Rarity spoke up. "I'm afraid Pinkie Pie is on vacation, and won't be able to make a party for you."

Saxo looked sad. "Aw..."

"Well," said Rainbow Dash. "Let's go meet everypony!

* * *

><p>Fluttershy was too busy tending to her bunnies to notice the three ponies behind her not too far away. When they were close enough, Rainbow Dash yelled.<p>

"FLUTTERSHY!"

She yelped and turned around to see Rainbow Dash and Rarity, along with a new pony she had never seen before. He was a white unicorn with a music cutie mark. Fluttershy smiled at the three, although it was more direct to the new pony.

"Hey girls. Hello mister..."

"Just call me Saxo." Said the unicorn with a smile.

Fluttershy blushed slightly and hoped the unicorn hadn't noticed.

"Um...I'm F-Fluttershy..." She got out shakily.

"Fluttershy? That's a nice name."

"Hey Fluttershy," said Rainbow Dash, snapping Fluttershy out of her trance, "Have you seen Twilight anywhere?"

"Um...she should be at the library..."

"I suppose we could pick up Applejack on the way there too." Said Rarity.

"Sweet!" Said Saxo, "Let's go then!"

When the five of them went to see Twilight, Fluttershy made sure to stay close to Saxo. His mane was black but his coat was white like Rarity's. He was also quite tall like Big Macintosh, she noted. Whenever Saxo glanced her way, she would hide behind her mane or look a different direction.

* * *

><p>Octavia casually strolled through town to pick up some food. She was going to invite some people over to unwind and talk. She loved getting company as her house was almost always empty.<p>

Turning a corner, she immediately spotted a white unicorn with a black mane. He was smiling and talking with others in his group.

"Wow," she thought. "What a handsome colt."

She stopped her gathering just to analyze the colt. His cutie mark were music notes arranged in a circle.

"I wonder if he likes classical music..."

Octavia forgot about the food and followed the colt through town, before they arrived at a large building.

"Hmm...he's going to the purple one's library..."

* * *

><p>They finally arrived at Twilight's house, and Rarity knocked on the door. When it opened, they saw the baby dragon Spike standing there.<p>

"Hey gals. Helloooo Rarity." Said Spike.

"Good afternoon, Spike. Where is Twilight?"

"Reading as always." He turned to Saxo. "Who's this?"

"This is my cousin Saxo," said Rarity. "We're introducing him to Twilight now."

Spike looked nervous. "Did Derpy already take a picture of him?"

Rarity opened her mouth to speak but instead looked at Saxo.

"The walleyed pegasus pony? Yes, she took a picture of me, why?"

Spike exhaled. "Good. It's a long story. Let's just go see Twilight."

They all stepped inside and sat on the couches. Outside it slowly started to rain.

Rainbow Dash and Applejack shared a sofa while Rarity, Saxo and Fluttershy shared another. Fluttershy was nervous sitting so close to a colt she found attractive. She looked up at him and he looked back at her, smiling.

Why couldn't she say anything to him?

"Well..." began Twilight, "Pinkie Pie is on vacation, and she left Derpy Hooves in charge of taking pictures of every new pony in Ponyville."

"Why?" Asked Rainbow Dash. Saxo was about to ask the same thing.

"Because when she gets back, she'll look at the pictures, find the ponies and host-" Twilight looked at a note left by Pinkie. "-Mega Awesome Parties..."

"That sounds awesome!" Said Saxo. "Do you know when she'll be back?"

"Not sure..."

* * *

><p>Octavia eventually had to leave or risk getting a cold. She'd been standing in the rain for a while, contemplating what to do.<p>

She had strong feelings for this unicorn. She was sure of it. She didn't know what about him she thought was riveting, but he was all she could think about.

She bought her groceries and went home, pondering how she would meet this pony.

* * *

><p><strong>-TO BE CONTINUED-<strong>


	3. Instrumental

Octavia was laying in bed just...listening. The patter of rain against her home was one of her favorite sounds. It soothed her; put her at ease.

She took a deep breathe through her nose and exhaled out her mouth. Opening her eyes, she looked at her bedroom ceiling which was beautifully and artistically covered with a large music sheet pattern.

She had even memorized the entire song.

"He HAS to be new..." thought Octavia, "But the way that yellow mare was looking at him..."

It was decided. Octavia had to meet this colt.

* * *

><p>"So, Saxo..." Fluttershy had found the nerve to speak. "...What do you do for a living?"<p>

"Well," said Saxo, "I'm a musician-"

"Really? That's awesome!" spouted Rainbow Dash, "What do you play?"

Fluttershy didn't like the way Rainbow cut off her new friend, but he didn't seem to mind.

"Anything, really," replied Saxo, "Music just comes...naturally."

"Play something for us!" said Fluttershy. Everyone but Saxo was surprised at how loud she said it.

"I mean...if want to..." she said.

"Okay!" said Saxo, "I think I brought something with me..."

Looking through his luggage, Saxo found a large roll-open piano. He unraveled it and turned it on, watching as the small light hummed on and turned green.

"Um...I'll play...Moonlight Sonata by Colthoven." declared Saxo.

He looked at Fluttershy, who smiled. At this, he faced the piano, closed his eyes, and hit the first key.

Everyone fell silent as Saxo played this classical song. He hit every note perfectly and didn't miss a beat. He managed to play the whole song with his eyes closed, opening them only to see Fluttershy, who fixed a kind, quiet smile.

He smiled back as the song neared the second interval. The piano reacted quickly to his hooves and playing back a perfect, sweet sound. Fluttershy watched in anticipation as the song almost finished, awaiting the closing notes.

The song's final notes played as Saxo struck the final keys. For a moment, his eyes were closed. Then he opened them and faced his audience.

"Woo-hoo!" squeaked Twilight, "I love Colthoven! Nicely done!"

Applejack spoke. "Well shoot, it ain't no country, but a fine tune either way!"

"Marvelous!" applauded Rarity.

"A bit slow for my tastes, but the concentration was epic!" said Rainbow Dash.

Saxo smiled at the compliments, then turned to Fluttershy.

"What did you th-" was all he could get out.

"That. Was. Beautiful..." said Fluttershy softly. "I love that song, and you played it perfectly..."

"Thank you!" said Saxo. "I was kind of hoping you'd like it..."

"Don't worry, I most certainly did!"

"That means a lot..." said Saxo in a voice almost like Fluttershy.

The thunder outside shocked Fluttershy. She yelped and curled into herself, making Saxo chuckle a bit.

"It's getting a bit late..." said Rarity, "Saxo, we must get your things packed, yes?"

"Oh...right..." said Saxo. "We really should get going."

"Girls, I'll help get Saxo situated at the boutique. See you all tomorrow."

Everyone said their goodbyes except for Fluttershy, who stared.

"You're leaving already?" she said in her mind.

Rarity and Saxo headed for the door, the latter looking back to see a sad Fluttershy.

Saxo smiled reassuringly at her, who smiled back.

"He's wonderful..." said Fluttershy in her mind.

Saxo and Rarity had left, leaving the others behind. Rainbow Dash turned to Fluttershy the moment the door closed.

"You like him!" yelled Rainbow Dash.

Fluttershy hid behind her mane.

"No I don't!" she whispered, "P-please don't y-yell..."

"Ask him out already!"

"N-no...lower your voice..."

"Ohmygosh, you should invite him over one day!"

"S-s-stop it!" Fluttershy squeaked louder.

"I agree." said Twilight, "Leave her alone, she's dealing with some stuff."

Fluttershy was quiet.

"Fluttershy," said Twilight, "There's no problem if you like this colt. No need to worry! Besides, I think he likes you too! You should arrange a meeting tomorrow..."

"Oh no..." said Fluttershy, "I'm...much too busy..."

"It's alright Fluttershy, take your time."

"Ugh," Rainbow Dash groaned, "You should hurry before someone else tries to date him!"

* * *

><p>Saxo and Rarity were walking back to her house when somepony behind them spoke up.<p>

"Excuse me, sir?"

Rarity and Saxo turned to see Octavia standing and smiling.

"Hello Octavia," said Rarity, "How can we help you?"

Octavia turned to Saxo. "I couldn't help but notice your cutie mark. What kind of music do you like?"

"Well I like any genre, but I'd have to say Classical is my favorite." replied Saxo.

"Me too! It's not everyday you meet somepony who likes good music."

Saxo chuckled. "Octavia, was it? We should meet up sometime. I've never met somepony else who finds Classical their favorite genre."

"Same here!" she said smiling, letting a lock of hair fall in front of her eye and brushing it away. "How about...tomorrow? The coffee shop at around 2pm?"

"I'll be there." said Saxo.

"Wonderful...see you tomorrow..." she said with a blush before leaving.

Rarity turned to Saxo. "Wow, it never ceases to amaze me how easily you can pull that off..."

"Looks like I'll be busy tomorrow..." he said.

* * *

><p><strong>-TO BE CONTINUED-<strong>

**Eeyup, I was working on _Rainbow Shades. BUT I'M BAAAAAACK!_**

**_-Lavasharks_**


	4. Duet

Fluttershy departed for her home at around 8pm. She didn't like walking so late, especially alone. She always had a rampant imagination. She wished she had somepony to escort her.

She wish she had Saxo.

Nevertheless, she slowly walked a few steps before leaping up and flying back to her cottage.

* * *

><p>"Oh Angel, you should have seen him!" said Fluttershy recalling every single second, much to Angel's dismay.<p>

Fluttershy's bunny friend nodded and pretended to care as he chewed on the end of a carrot and took a sip from a coffee mug filled with warm carrot juice.

"...and he likes music! Also, he's nice, funny, smells good, he's nice, great smile! Oh, and he's nice! Did I mention that?"

"Only about forty times..." said Angel in bunny-speak.

Fluttershy felt happy. Happier than she's felt in a long time.

"I hope I see him again tomorrow! I can't wait..."

* * *

><p>Octavia trotted home and stepped in her shower. She was simply delighted.<p>

Turning the hot water on, she let it run down her coat and mane and melt away her troubles. She got a date for tomorrow. Somepony with the same interests as her!

She hoped everything went smoothly. She'd never liked a colt so strongly before.

Octavia went to bed and slept with a smile.

* * *

><p>"Saxo, get up!" said Rarity nudging him.<p>

He eventually got up and groggily started back up at her. "Oh hey. Why am I awake so early?"

"Don't you remember? You're supposed to meet Octavia today."

It took Saxo awhile to register what she just said.

"Oh Celestia, what time is it? Wait, when was I going to meet her? I'm FREAKING OUT!"

"Darling, relax." said Rarity. "It's noon. You meet Octavia in two hours at the coffee shop."

Saxo calmed down. "Oh, good. I have plenty of time."

* * *

><p>Eventually Saxo made it to the coffee shop on time. He found Octavia already seated and patiently waiting. She smiled when she saw him.<p>

"Hey." he said.

"Afternoon."

She took a sip of her tea while Saxo had coffee. The atmosphere was very calm, and he always loved coffee. He rarely had breakfast with another pony.

"So how are you?" he asked.

She smiled. "I'm good."

* * *

><p>Fluttershy was on her way to Twilight's library. She needed to borrow a book on animals. More specifically, birds. She found an unknown bird outside her house and wanted the best method to treat it.<p>

Walking past the coffee shop, she looked inside to see the ponies enjoying themselves and relaxing. The sky was really beautiful today, not a cloud in the-

_Wait..._

Turning back around, she saw Saxo eating and laughing. Across from him was another mare. Fluttershy knew she played music, but couldn't remember her name.

She froze. _They both liked music_, she thought...

"I hope they're just friends...I really do..."

She continued to watch them through the glass.

* * *

><p>Saxo had to swallow a bite of his sandwich before laughing. He didn't want to seem rude to his attractive acquaintance.<p>

Saxo laughed. "That's crazy! I knew that some metalheads went overboard, but that's just unbelievable!"

Octavia laughed as well, warming up to the colt. "I know! They wouldn't leave for six days! They actually started eating their records!"

"Heheheh..."

They've been talking for a long while. No longer eating, they were talking for a few hours.

"Hm...Saxo?"

"Yes?"

"Would you like to...come to my place for some punch? We...could also make some music if you'd like..."

He had planned on hanging out with Fluttershy hours ago, but he decided it was way too late for that.

"Sure, I'd love too!"

* * *

><p>"Why...why are they leaving? Why does he look so happy?"<p>

Fluttershy was panicking. This was not supposed to happen. This was not according to plan. _This is bad._

Fluttershy began to tear up. If anything happened at Octavia's house, she had no idea what she would do...

With no more business here, she decided to leave, but not before paying them a visit...

* * *

><p>Octavia and Saxo were halfway to the former's house when they was approached by Fluttershy.<p>

"Hey Saxo." she said.

"Fluttershy!" he exclaimed, perhaps a bit too loudly. They weren't alone after all; other ponies were walking around.

Octavia stared at this...mare. Fluttershy, Saxo had called her. The last she'd seen of her was when she walked with Saxo. And before that, the Gala.

Fluttershy glanced at Octavia, and went back Saxo.

"Anyway...can we hang out tomorrow?"

"Sure!" he said.

_Sheesh_, he thought, _I sure am popular here..._

"Great!" said Fluttershy, "See you tomorrow!"

Octavia watched as Fluttershy turned to leave, then turned once more to stare at Octavia.

"...And what's YOUR name?"

"Octavia."

"Hm...Octavia..."

The name left a bad taste in Fluttershy's mouth.

* * *

><p>After Fluttershy left, the duo entered Octavia's home. Octavia brought out her best punch and found her double bass. Bringing them to the living room, she sat Saxo down, who also got out his roll-open piano.<p>

"Oooooh, your piano." she said, "Play me something!"

"Heheh...okay."

Turning it on and watching the green light come up, he played a random song that he made himself.

Hitting the basic keys, he tested out the sound and switched it over to the "Rhodes" setting.

He played his song. It was only about two minutes, but to Octavia, it was an eternity. The soft sweet sounds gracing her ears and making her slowly smile. She felt like she was back in school, teaching another pony how to love music. She could still remember the day...

* * *

><p><em>"Ugh, this is stupid! All we do is hit keys and pull strings like idiots..."<em>

_The filly complaining was, of course, failing the music class. She never put in any effort or seemed to care. She just wanted the day to end so she could go home._

_"Why, what do you mean? Music is just...wonderful!" exclaimed the filly next to her. The complaining filly hated how she always wore that bow around her neck._

_"And so it begins..."_

_"Music is like an escape for the soul! It's like sweet bliss! It can change your emotions and give you inspiration!" said the smiling grey filly._

_The complaining filly had a lime green coat and a red mane, a bored look always plastered on her face._

_"So music is like drugs, right?"_

* * *

><p>Octavia snapped back to reality when Saxo finished his song. He looked up at her and they both smiled, Octavia brushing a lock of hair away from her face.<p>

The two of them drank quite a bit, and were soon giggling and playing music. Although, it didn't quite sound like music while they were drunk.

Octavia wasn't a heavy drinker, but she sure could hold her alcohol. She and Saxo were wobbling around and giggling. Octavia was holding a punch bottle upside-down so the red liquid spilled into the beige carpet.

"Okay, my turn...who...who...hey, look at me!" said Octavia.

"I...I am! Calm the buck down, I...stop spinning, I'm getting dizzy..."

"Okay...who *hic* who would win in a fight? Rainbow Dash...or a really big robot?"

"Octavia...I can't feel my fingers."

"What *hic* are fingers?"

"I dunno..."

Saxo wandered around until he stumbled into Octavia's bedroom.

"H-hey! Get outta my room!"

Octavia entered and saw Saxo staring at the giant music sheet adorning Octavia's bedroom ceiling.

"WHOA...play that. Now."

Octavia somehow found her double bass in her drunken stupor. "YES."

Octavia lay down on her bed and dreamily looked at Saxo. She tried to play while lying down, to no avail.

Saxo moved from the bed and went around to her.

"Let me try!"

"Noooo! It's mine!"

Octavia pulled the bow away from Saxo and their lips met. She was in bliss. He placed one hoof behind her head and one around her body. After a few minutes, he joined her in bed for an embrace.

* * *

><p><strong>Author's Note: Sorry for the slow update. I was working on a lot of other fics. But I'm back, and it's time to step this up! Please Review!<strong>

**-Lavasharks**


	5. Chorus

Saxo awoke with a headache. "Oww..."

He turned over in bed only to nudge Octavia, waking her up. Peeking through her frazzled mane, she gave him a warming smile.

"Good Morning..." she said.

Saxo was in shock. What was she doing here? Looking around, he realized this wasn't his house. His head throbbed again and he felt nauseous.

"Uhhhh...oh Celestia..." he said. Octavia was worried. She thought last night went well.

"I didn't uh...hurt you right?" inquired Saxo.

"No! I mean...it's still a bit hazy. We drank a lot..."

"Yeah..."

Saxo checked the time and got up.

"Listen, last night was fun, but Rarity's probably wondering where I am."

"Oh..."

"Yeah. But I'll meet you again! Is that okay?"

Octavia brightened up. "Yes...I'd like that..."

* * *

><p>Fluttershy barged into her home, startling her animals and Angel. She never entered like that, and watching Fluttershy be frantic was already making Angel a bit nervous.<p>

"Angel, we may have a problem..."

Angel just tilted his head in confusion. Fluttershy sometimes forgot her bunny companion didn't speak.

"That grey mare Octavia likes Saxo too...what should I do?"

Angel just stared.

"No...that wouldn't be very ladylike...what I need is to go on a date with him!"

Angel continued to stare.

"The Stare? Oh no, I would NEVER use the stare on another pony!"

* * *

><p>Saxo silently walked back to Rarity's boutique. He was still reeling from shock. He just slept with Octavia and left with barely a goodbye.<p>

"I'll meet you again." he remembered saying.

Walking into the boutique, he saw Rarity working on a dress.

"Dahling! How was the date? You didn't return home, so I assume all went well?" she mused.

"Yeah, it was great."

"What's the matter? You seem upset."

Saxo sighed and sat on his haunches.

" I dunno Rarity...I really like Octavia..."

Rarity was confused. "Well, what's the problem there?"

"Uh...I think I also like your friend Fluttershy."

Now Rarity was a bit shocked, but spoke again.

"Well you two do look good together...maybe she likes you too!"

"But I can't decide who I like more."

Rarity sighed and sat next to her cousin.

"Well darling, I can't help you in this situation. You need to look inside yourself and decide who you like more. Remember to keep their feelings in mind, and don't take too long to decide."

Saxo nodded slowly. "Okay..."

"Okay good. Although I advise you, not to break Fluttershy's heart."

"Why?"

"She cried when Pinkie screamed Happy Birthday to her because she was "too loud". You're the first colt she ever liked. How do you think her reaction would be if you rejected her?"

"That doesn't help at all!"

Rarity smiled. "That's what I'm here for, cousin."

Saxo chucked at this.

"Also if you betray Fluttershy, Rainbow Dash will hurt you. Very badly." said Rarity.

"..."

* * *

><p>Fluttershy trotted to the boutique as thoughts swarmed her mind.<p>

"Hm...I wonder if he truly does like me..."

She poked her head through the boutique and saw that Saxo was talking with Rarity. She saw him and shrank down a bit.

"I was gonna ask where he is...but he IS here! What do I say?"

The two talking ponies looked over at Fluttershy, who just stared.

"Hello Fluttershy!" said Rarity, "Is there anything I can help you with, darling?"

"Oh um...I...just wanted to speak with Saxo...if he wants to that is..."

He smiled at her. "Of course!"

He casually walked over to her and Fluttershy's heart was doing backflips.

_He's coming this way!_ she thought, _What do I say?_

He stopped outside the boutique and talked to her. "Yes?"

"Um...well...I just..."

She hated when she did this. She ALWAYS jumbled up her words. No matter who she was talking to she always couldn't get her words out.

She let her tears flow down her cheeks, much to Saxo's dismay.

"Hey!" he said, "What's going on?"

She obviously couldn't speak, so she just silently cried.

Saxo brought a hoof to her chin and brought her head up. He stared into her tear-filled eyes and spoke.

"Hey. You can trust me. What's making you sad?"

"His eyes..." she thought.

Completely abandoning fear, she kissed Saxo, who's eyes were wide. She put a lot of pressure into the kiss and she closed her eyes. Saxo was now noticing her sweet smell. Her warm coat and silky mane.

She released the kiss and looked at him again. She couldn't read his eyes, so she became sad again.

"I'm sorry. I'll just...go..."

She quickly flew away without another word, leaving Saxo in silence.

"Wow..." he said.

* * *

><p>Returning inside, Saxo fell silent and didn't look Rarity in the eye.<p>

"What's wrong?" she asked.

"Um...can you give me directions to Fluttershy's house?"

* * *

><p>She flew until she reached her home. Entering, she completely disregarded Angel or any of her other animals. She fell into the couch and didn't say anything.<p>

Angel pulled on her mane for a response, but more so because he wanted some carrots.

"Oh Angel," she began, "I just ruined it with Saxo. He probably thinks i'm a terrible pony..."

"Seriously. Give me a carrot." said Angel in bunny-speak.

"Dumb Fluttershy...you can't even get a colt to like you..."

Fluttershy, tired of crying, fell asleep.

She woke up an hour later when she got a knock on the door.

She opened it, revealing Saxo.

"-!"

"Hey." he said.

"..."

"Can I come in?"

"...yes."

* * *

><p><strong>Author's Note: Hooray for Writer's Block! Priority shifted from Cohoof to this story, so I'm definitely going to finish this. Time for Overdrive Mode.<strong>

**By the way, as much as I hate starting something new before something I'm working on ends, there's an extra special fanfic I need to get started on :)**

**Till next time. Review,**

**-_Sharky_**


	6. Interlude

Fluttershy brought Saxo inside and sat him down on the sofa. She sat in the one across, but couldn't meet his eyes. She didn't want to ruin things even more than she already thought she did.

"Fluttershy..." said Saxo. "I..."

"No..." said Fluttershy. "Please... tell me I haven't ruined our friendship..."

"What? No! You could never-"

Fluttershy's eyes welled up with tears.

"I don't want you to hate me..."

He stood up. "I don't hate you, Shy..."

He hugged her and her heart skipped a beat. She wanted him. But did he feel the same way?

She broke the hug to look into his eyes. His loving gaze. His black mane.

He wasn't sure if he loved her more, or Octavia. He... had to find out...

He kissed her more lovingly this time. He closed his eyes while she kept hers open in shock. Her heart melted and her eyes closed in bliss. They kissed for a full minute before they pulled away to breath. Fluttershy looked up at Saxo who remained with his goofy smile.

She didn't know where to go from there. She was inexperienced and thought she was doing well so far...

So she just hugged him. It's abruptness took Saxo by surprise, but he relaxed again. Only this close, cuddling with Fluttershy, did he notice her sweet scent. She smelled like Cinnamon. Or powder? His senses were overwhelmed. She was so warm...

They stayed like that for what seemed like half an hour. Eyes closed. Enjoying each other's company.

* * *

><p>Octavia stepped in the shower as she contemplated what just happened. Saxo sure left in a hurry.<p>

Sighing as she let the hot water massage her neck, she exhaled and thought of Saxo. She wanted to see him again. To feel his touch.

She dried off and winced at the complete mess in her living room. Wine bottles littered the floor as well as stains, music equipment, and food.

Octavia sighed. "Better get to cleaning I guess..."

* * *

><p>Fluttershy and Saxo pulled away from the hug, still staring into each other's eyes.<p>

"Do you... want to go upstairs...?" asked Fluttershy timidly.

Saxo was a bit surprised.

"Lead the way." he said chuckling.

* * *

><p>Octavia entered Rarity's boutique for an inquiry on where Saxo might be.<p>

"Hello Rarity," she said entering, "Do you know where Saxo is?"

Rarity looked up from her nap. "Well, it seems as if i'll never get sleep. He should be over at Fluttershy's cottage."

Octavia paused. "Fluttershy's cottage? Why is he there?"

Rarity was still groggy. "I dunno darling, just go find them and let me sleep..."

Octavia left Rarity and headed for the boutique.

"Why is he with Fluttershy? Hm..."

Octavia decided to ask him tomorrow. She had to practice on her double bass. She'd get answers tomorrow.

* * *

><p>Soon after, Fluttershy and Saxo went to see a movie and hang out at Twilight's library.<p>

"So then I say," said Rainbow Dash, "Fine, but don't expect me to pay for the damages!"

Everypony laughed. Fluttershy snuggled up close to Saxo. They shared warmth and company, and smiled.

"That reminds me. Saxo, Octavia was looking for you earlier." said Rarity.

Saxo looked up. "Why?"

"I don't know, but I told her you were at Fluttershy's cottage."

"She never showed up..." said Fluttershy.

"She'll probably find you tomorrow."

* * *

><p>Octavia got into bed, wishing Saxo was there with her. She slept with the intention that she would see him tomorrow.<p>

"It will be just us..." she whispered as she fell asleep.

* * *

><p>Saxo awoke up back at Rarity's boutique. He smiled when he remembered his encounter with Fluttershy yesterday, and decided to meet her at the Sugarcube Corner. She was already seated waiting for him with a cup of tea, and she smiled when he approached.<p>

"Hi..." she said.

"Hey Shy," he said as he sat down. "How are you?"

"Good..."

Octavia rounded a corner and saw the two of them sitting and talking. She felt a sudden pang of jealousy when she saw them smiling together.

"Oh great," she said to no one in particular. "It's HER again..."

Octavia made a plan to talk to her and find out just what her deal was.

* * *

><p><strong>Sorry for the short chapter guys, I've been super busy lately. With managing a group a bronies, making My Little Pwny 2 - it's been busy.<strong>

**Next chapter will be longer.**

**On a side note, who do you think Saxo should end up with? Leave a review or vote on my profile.**

**-Until Next Time,**

**Sharky.**


	7. Acapella

Octavia didn't know whether she should go over to them or stay and watch. She decided she's been behind the curtain far too long, and decided to join them.

"She even ate a salt shaker once!" said Fluttershy giggling.

"Man, Pinkie Pie is so random!" said Saxo chuckling.

Octavia walked up and pretended to have just seen them. "Oh, hey Saxo! What's going on?"

Both Saxo and Fluttershy froze and didn't know what to say. Saxo was nervous yet Fluttershy was a bit annoyed. _Her again?_ she thought.

"Good morning, _Octavia_." said Fluttershy. "Why are you here?" Saxo thought that sounded a bit rude.

"Oh you know, just walking around. I was going to get some coffee. I just came to say hi..."

"Well uh, hi Octavia... actually, can I talk to you for a second?" said Saxo.

Fluttershy became more irritated and Octavia brightened up. "Of course!"

Saxo got up and walked with Octavia until they were out of range of Fluttershy's ears.

"Listen," he whispered. "About our time together-"

"Actually, I want to apologize." said Octavia saddened. "I didn't know you were with Fluttershy..."

"No, I'm not with Fluttershy! I mean, we're just...'

"Just what? Tell me."

Now it was Saxo's turn to feel guilty. He had practically lied to the two mares he cared most about. All because he couldn't make up his mind.

He needed advice.

Saxo sighed. "Listen Octavia, I care about you. A lot. But I need to clear my head, okay?"

Octavia nodded. Saxo walked back to the table with Fluttershy, who was eagerly awaiting him.

"Welcome ba-"

"I need to go." he stated simply.

She was a bit taken off guard, yet nodded. "Oh... okay..."

Saxo left, saying goodbye to both mares and leaving them together.

Fluttershy turned. "Why'd you tell him to leave?"

"I didn't tell him to leave!" said Octavia, now bitter. "And why are **YOU** eating with **MY** coltfriend?"

"**YOUR** coltfriend!" said Fluttershy loudly. "That's ridiculous!"

Other ponies were now starting to stare as they stopped walking to watch the scene unfold.

"He's only interested in how you look!" yelled Octavia, losing her composure quickly. "You have NOTHING in common."

"We were completely fine before you showed up! I BARELY GET TO TALK TO HIM!"

At this point, Rainbow Dash descended near them and spoke. "Hey Fluttershy! Do you wanna-"

Fluttershy glared daggers at Rainbow Dash. "GO AWAY!"

Rainbow Dash froze in fear. Fluttershy NEVER yells in anger like that.

Rainbow Dash flew away for fear of being the target of unwanted attention. The attention focused on Octavia.

"I don't care what you say," said Octavia. "He's mine, so back off."

Fluttershy's wings flared in rage. "HE'S NOT YOURS!"

"YES HE IS!" screamed Octavia. "I've had it with you! It's easy for you to get a coltfriend! **EVERYPONY** likes you!"

Fluttershy stopped. Her wings returned to her sides.

Octavia spoke again. "I deserve somepony to love me too..." she said with tears in her eyes. She stormed off, leaving Fluttershy alone. Fluttershy didn't know what she felt, besides the embarrassment of being stared at by everypony.

With a sad look on her face, she flared her wings again and took off towards the sky.

* * *

><p>"Is that it?" said a male unicorn to a blue-maned mare.<p>

"Nah," said Vinyl Scratch. "The second interlude needs to be louder." She scribbled into her notepad. "The third interlude can introduce the lines here, and let's-"

Octavia stormed in and wiped the tears from her eyes. "Hey Vinyl."

"Hey Tavi! Have you met my friend Noize? He helps with some of my tracks!"

"Sup!" said Noize, a unicorn with headphones on. He had spiky black hair with streaks of red, and he had a purple coat.

"Hello..." said Octavia simply.

Vinyl looked at Octavia more closely. "Have.. have you been _crying?_"

"N-no..." said Octavia.

"What happened?" inquired Noize, taking off his headphones.

"Do you want to talk about it?" asked Vinyl.

"No. I'm fine..." said Octavia.

Vinyl couldn't see her friend like this. "Noize, finish the interlude. I'll talk to Tavi..."

"Okay." he said.

* * *

><p>Vinyl led Octavia into another room and spoke to her. "What happened to you?"<p>

"...I think I'm in love but somepony else is competition..." she said.

Vinyl spoke with a smile. "You mean Noize? You just met him! I didn't know you believed in love at first sight. Besides, we're not official. It's just an open relationship."

"..."

"What?"

"...No, Rarity's cousin..."

Vinyl turned red. "OH! Oh... my bad. But wait, who-"

"Fluttershy."

"Ah. Well just let him know you love him!"

"That's the problem. He can't decide."

"Wow... reminds me of high school..."

"Can you please just tell me what to do?"

Vinyl thought for a moment.

"Hold on, I have a really great idea!" she said with a large grin.

* * *

><p><strong>What's Vinyl's idea? Is the next chapter the last one? What am I eating right now? The answers to some of these questions to be revealed next chapter on <em>I Saw Him First!<em>**


	8. Octaves

"Just cook him something!" said Vinyl.

Octavia stopped grimacing. "Oh, that's it? I thought you'd say something absurd like-"

"But," interrupted Vinyl, "You gotta dress all sexy while you cook! Wear a tight maid outfit and do a sexy dance!"

"...What."

"Trust me, he'll love it!"

"Er... I don't think..."

"Hey, if all else fails, just use your instinct!"

"My instinct..."

Vinyl rested her hoof on Octavia's shoulder. "I believe you can do this yourself."

Octavia smiled. "I hope..."

* * *

><p>Saxo kept walking through Ponyville. He didn't exactly know where he was going, just-<p>

"Ow!" he crashed straight into the walleyed pegasus pony from when he first arrived.

She was knocked to the ground, dropping some letters and her bag.

"Oh, sorry!" he said, already picking up her dropped belongings. She stood and smiled.

"It's okay, Mister! I remember you from before! But, you look sad now..." she said frowning.

"Nah, i'm fine..." he lied. He turned to leave when Derpy touched him and turned him to face her.

"Tell me what's wrong!" she said.

Saxo wanted to leave, but he figured now was a good time for advice.

"Well," he said, "I've fallen in love with two different mares. I don't know which one I love more, and this is really stressing me out..."

"Hm..." said the mare as her eyes spun around. "You should ask Rarity, she reads all sorts of books about this love stuff."

"I already tried that! She said to go with my instinct..."

'Then go with your instinct!"

Saxo smiled. "It's not that simple..."

"Of course it is!" said Derpy. She proudly held up her bag.

"Love is like a package!" she said. "You never know what you're gonna get! It might even be a bomb!"

"..."

"Feel better?" she asked smiling.

"Not really."

She giggled and pat his back. "Glad I could help!"

* * *

><p>Fluttershy flew into the sky to clear her head. It always relaxed her and kept her mind at ease besides tending to her animals. She never flew as high as Rainbow Dash, though. She loved the ground.<p>

She saw Rainbow Dash lying on a cloud with a bored expression staring at other ponies as they walked. Fluttershy smiled and flew to her.

"Hey Rainbow."

Rainbow Dash looked at Fluttershy. "Oh hey. I'm so booorrrreeedddd..."

"Rainbow, sorry I snapped at you before. I was just mad is all. Can... can you forgive me?"

"Of course! What happened back there with Saxo and Octavia?"

Fluttershy sighed. "She thinks Saxo belongs to her. It just makes me so mad..."

"So just make sure he knows you're his marefriend."

"How?"

Rainbow Dash whispered into her friend's ear, who's eyes widened every second.

"Rainbow Dash, I'm pretty sure that's illegal..."

"Really? Huh."

"I don't think it's worth it anymore." said Fluttershy.

Rainbow Dash felt sorry for her friend. She wished she knew a way for everypony to be happy. She had never seen Fluttershy so sad before.

Then Rainbow Dash suddenly had an idea. She smiled.

"I think I have the answer to everypony's problems! Just give me some time..."

* * *

><p>Octavia walked through Ponyville until she spotted Saxo walking towards her.<p>

"Hey!" they both said at the same time. "I wanted to say-" they cut each other off again.

"Look," said Octavia, "This whole week has been hectic. I just wanted to let you know you can choose Fluttershy..."

"Er, wait-"

"She needs somepony who can keep her happy. I'll find somepony else."

"Just let me-"

"Can you just keep her happy?"

Saxo kissed Octavia again. "Can you let me finish my sentence? I choose you."

Octavia froze and blushed. "What? Why?"

"You and I have a lot in common. We both put others before us and like music..."

Saxo lost himself in Octavia's deep purple eyes. She stared back into his and kissed him again, with more passion. His hoof grazed her cutie mark, eliciting a moan from Octavia. However, they had forgotten they were still outside, and stopped when they noticed everypony staring at them with smiles.

"Uh, we better go..." said Octavia.

"Good idea. Your place?"

"Considering you don't have a home here, yeah."

Octavia was ready to run to her house, when she was engulfed in a white light and appeared at her house with Saxo.

"Thought it'd be easier." he said smiling.

Octavia giggled. "I could use a drink..."

* * *

><p>Rainbow Dash and Fluttershy were above on a cloud when they saw the scene unfold in the street. Fluttershy was sad, but her friend was there to comfort her.<p>

" You okay?" asked Rainbow Dash.

"...I don't know..."

"Look, I can set you up with somepony else..."

"Thank you but... not today, okay? I need to lie down..."

Fluttershy glanced once more at Rainbow Dash before she quietly took off towards her home.

"Don't worry Shy," said Rainbow Dash, "I know the perfect stallion for you..."

* * *

><p>It was late at night when Octavia looked up at the ceiling in bed. The large ceiling was covered in musical notes to compose a song.<p>

"You know," Saxo said, nuzzling his mare, "I still haven't heard the song up there..."

"I've never played it for somepony else," she said, "But I'll try. For you."

She kissed him again and got up from the bed. Retrieving her cello, she looked at Saxo, who smiled. She looked back up and then closed her eyes. She remembered the song, but wanted to confirm her memory. After waiting a while, she slashed her bow across her cello once to make a smooth clean noise. She dragged it across again to hit another low note, and prepared to hit the next one.

Saxo lay in silence watching Octavia play a song for him. He watched how her black mane flowed and how her lips formed a slight smile as she concentrated. Her grey hooves adjusting and, playing the song for him. He closed his eyes in bliss to the song.

Octavia dragged the bow faster now, hitting every precise note as the song made a downward spiral in pitch. The song changed in pitch and speed for four minutes before it ended. Octavia brushed a lock of her mane from her head before smiling at Saxo.

"I loved it." said Saxo. "You're the mare I need."

Octavia got back in bed with her coltfriend and embraced him. She wrapped her hooves around his neck and passionately kissed him. He wrapped hooves around her back around her and pulled her closer, not wanting to ever let go.

* * *

><p><strong>Next chapter is the epilogue! Excitement! Remember to review! Also, I'm working on a Christmas fic! Each chapter will have different pony's perspective of the holiday, so watch out for it in December! I'll mainly be working on that!<strong>

**And don't worry, Fluttershy will get a good ending :)**

**Also, my friend CosmoColt (link in my profile) is publishing his first story that I helped him edit. Check that out too!  
><strong>

**-Sharky**


	9. Epilogue

Saxo woke up before Octavia did and sat at a nearby table, eating breakfast. Octavia woke up much later and snuck up on him, wrapping her hooves around his neck.

"Good morning~." she said, "Sleep well?"

"Of course." he said smiling. He nuzzled her with his eyes closed. "I love you, and I'm sorry I couldn't see it sooner..."

"It's fine Saxo," she said smiling, kissing his cheek. "And I love you too."

He got up and turned fully to kiss her, both ponies closing their eyes in bliss. Their tongues wrestled for dominance. Saxo rubbed Octavia's cutie mark, making her moan in pleasure. They pulled away for air, letting a trail of saliva connect their mouths.

Octavia smiled seductively and led Saxo back to her bedroom. In the house they now both shared.

* * *

><p>Rainbow Dash knocked on Fluttershy's door until she finally opened. It may have been three days since Saxo chose Octavia, but Rainbow could see she was still saddened. <em>That changes today<em>, thought Rainbow.

"Hey Fluttershy!" said Rainbow, "I have somepony you should meet waiting at the Sugarcube Corner!"

Fluttershy looked down. "I said I didn't want you to set me up with anypony..."

"Come on Fluttershy, are you gonna spend the rest of your life inside? Besides, I think you'll find this stallion to be quite interesting..."

It took twenty minutes to convince Fluttershy to come, and she still wasn't happy. Rainbow Dash flew up above to watch Fluttershy.

Fluttershy sighed, yet continued onwards to Sugarcube Corner until it came into view. She saw a blue-green pegasus pony sitting and waiting. A stallion with a leaf being blown through the air as a cutie mark.

He noticed her and waved. She smiled and sat down.

"Sorry for the short notice, heheh..." he said, "Rainbow Dash can be quite persistent."

She giggled. "I know from experience."

The stallion was around Big Macintosh's size, if not a bit smaller.

"So, your cutie mark is a leaf?" asked Fluttershy.

"Yeah!" he said proudly. "I got it from exploring the Everfree a bit too much. I love nature."

Fluttershy's eyes lit up in realization. Rainbow Dash wanted to find a stallion just right for Fluttershy, somepony to share common ground with. Somepony to talk to when her friends weren't always around.

He extended a hoof. "Sorry. I've never been on a date before, I'm a bit nervous..." he said, letting his dark blue hair flow.

"It's fine!" she said grinning, opening up to him. They talked for a while about their interests, which were mostly animals and exploring the forest.

"I'm Fluttershy." she said without being nervous. "And you are...?"

His smile captivated her. "I'm Forrest. Soarin's brother."

* * *

><p>"Um... excuse me, miss?" said a train attendant to a sleeping pony. "The train stopped."<p>

The pink earth pony bounced out of her seat and smiled. "Oops! Sorry, must have dozed off! What did you say?" she said bouncing the whole time.

"Uh... your stop-"

"Oh right! Bye!"

The pink mare left as the cabin attendant massaged her temples. "I swear, these ponies get crazier every day..."

The pink mare bounced off the train deeply sniffed the air around her.

"Pinkie's back, everypony! What'd I miss?"

Derpy Hooves approached with photos. "Here Pinkie! I has the pictures!"

"Right you do, my fellow party assistant!" said Pinkie, who searched through the photos and names.

"Okay, first pony that gets a party is a pony named Saxo! You have his mailing address so we can find him, right?"

"Yup! He lives with Octavia!"

"Oooooh!" said Pinkie, "Looks like I DID miss something while I was gone! Well, off we go!"

"Yay!" cheered Derpy.

"Okay," said Pinkie as she walked with the pictures. "After Saxo we have a pony named Forrest, then a pony named Sunshine, then Winter Howl, Scented Candle, Top Hat, Red Ink, Cosmo, Cheese Cake...

**[THE END, EVERYPONY!]**

"Oh hey, apparently something ended!"


	10. Credits

A list of blank flanks I'd like to thank:

**Mr. Malask **(**Meester M**)

**Ponylover **(**Gh0st's buddy**)

**Master Cheesecake**

**CosmoColt**

**Toxic Ink**

**Watermelon Juice**

**Basalisk120**

**RedOktober**

**Zero Starlight**

**Brohoof'd**

**Exploderizer**

**DamageDodge**

**Grimdy**

**Angel of Eternity**

**SoundofRainfall**

**jailbot**

* * *

><p><strong>I'm glad I finally got done with this one! Now to focus on my other works...<strong>

**Watch my profile for updates!**

**Review!**

_**-Sharky prefers Octavia over Fluttershy too-**_


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